UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): May 6, 2025

 

CF Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-32597		20-2697511
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2375 Waterview Drive Northbrook, Illinois				60062
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code (847) 405-2400

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
common stock, par value $0.01 per share		CF		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

CF Industries Holdings, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) on May 6, 2025. The final voting results for the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:

 

1.

Election of directors (each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company’s next annual meeting of shareholders and until his or her successor is duly elected and qualified):

 

Nominee		Votes For				Votes Against				Abstentions				Broker Non-Votes
Javed Ahmed			138,926,162				1,111,416				73,752				6,643,456
Robert C. Arzbaecher			134,340,820				5,686,526				83,984				6,643,456
Christopher D. Bohn			138,120,936				1,916,682				73,712				6,643,456
Deborah L. DeHaas			139,605,040				405,646				100,644				6,643,456
John W. Eaves			137,985,608				2,051,639				74,083				6,643,456
Susan A. Ellerbusch			139,646,030				389,804				75,496				6,643,456
Stephen J. Hagge			133,007,072				7,030,901				73,357				6,643,456
Jesus Madrazo Yris			138,842,241				1,195,205				73,884				6,643,456
Anne P. Noonan			137,529,771				2,506,132				75,427				6,643,456
Michael J. Toelle			139,479,895				557,239				74,196				6,643,456
Theresa E. Wagler			138,471,076				1,563,994				76,260				6,643,456
Celso L. White			138,834,218				1,198,935				78,177				6,643,456
W. Anthony Will			139,183,946				852,710				74,674				6,643,456

 

2.

Advisory vote to approve the compensation of the Company’s named executive officers:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	131,108,578				8,776,627				226,125				6,643,456

 

3.

Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2025:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	136,691,215				10,003,654				59,917				0

 

4.

Shareholder proposal regarding shareholder approval requirement for excessive golden parachutes:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	61,416,296				77,397,829				1,297,205				6,643,456

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Description of Exhibit

 

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 8, 2025			CF INDUSTRIES HOLDINGS, INC.
			By:	/s/ Michael P. McGrane
			Name:	Michael P. McGrane
			Title:	Vice President, General Counsel, and Secretary